CamoVoice End-User License Agreement

1. Introduction

This CamoVoice End-User License Agreement (“Agreement”) is a legal agreement between you (“you” or “User”) and CamoText LLC, a Wyoming Limited Liability Company (“Company”), governing your use of the CamoVoice and CamoVoiceCLI software and files, inclusive of all variants, any installers, object code, associated documentation, and any updates or modifications provided by the Company (“Software”).

By purchasing, installing, or using this Software, you agree to be bound by the terms of this Agreement.

2. License Grant

a. License Scope.

Subject to the terms of this Agreement, and provided that you remain in full compliance herewith, the Company grants you a limited, non-exclusive, non-transferable, revocable license to install and use one copy of the Software on a single device solely for your internal business or personal purposes. You shall not install, access, or use the Software on more than one device concurrently unless you have obtained an additional license from the Company. Concurrent or multiple installations, including but not limited to duplicate installations on virtual machines, containers, or otherwise separate runtime environments on the same machine are also expressly prohibited under this single license. You may not assign, transfer, sublicense, or otherwise convey your rights or obligations under this Agreement nor the Software (nor any portion thereof) to any person or entity without the prior written consent of the Company. Any attempt to do so without such consent shall be null and void. The Company may assign, transfer, or delegate any of its rights or obligations under this Agreement at its sole discretion and without notice to you.

b. Restrictions.

You may not:

1. distribute, assign, sublicense, lease, rent, or otherwise transfer the Software to any third party;
2. modify, reverse engineer, decompile, disassemble, or create derivative works of the Software, except as permitted by applicable law; nor
3. remove or alter any copyright, trademark, or other proprietary notices from the Software.

3. Ownership and Intellectual Property

The Software and all intellectual property rights therein are and remain the exclusive property of the Company. This Agreement does not grant you any rights to the Company’s trademarks, trade names, or logos.

4. Third-Party Open Source Components

a. Open-Source Attribution.

The Software includes third-party open-source software licensed under the MIT License. You are granted rights under the applicable license solely for those components.

b. Compliance with Licenses.

The unmodified licensed software remains subject to its original license terms. A copy of the relevant copyright notices and licenses are included in the “Third-Party Notices” section below.

5. Disclaimer of Warranties

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. THE COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM UNAUTHORIZED INTRUSION, OR THAT ITS OPERATION WILL MEET YOUR REQUIREMENTS. The Company is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Software and the other matters contemplated by this Agreement, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code used in or relating to the Software. User acknowledges and agrees that use of the Software is at the User’s own risk.

6. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE COMPANY’S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE GREATER OF THE AMOUNTS PAID BY YOU FOR THE SOFTWARE OR FIFTY (50) U.S. DOLLARS, WHICHEVER IS GREATER.

7. Indemnification

You shall defend, indemnify, compensate, reimburse and hold harmless the Company and each of its officers, directors, members, owners, shareholders, advisors, managers, employees, agents and affiliates (collectively, the “Indemnified Parties”) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating in any way to (a) your use or misuse of, or conduct in connection with, the Software; (b) your violation of this Agreement or any other applicable policy, terms, or contract of Company; (c) your violation of any applicable law or the rights of any third party; or (d) any act or omission by you leading to damages or claims against the Indemnified Parties.

8. Termination

The Company may terminate this Agreement immediately if you fail to comply with its terms or if the Company reasonably suspects that you have breached any provision of this Agreement. Upon termination, you shall cease all use of the Software and destroy or delete all copies in your possession or control. Sections 5, 6, 7, and 9 shall survive any termination or expiration of this Agreement.

9. Governing Law & Dispute Resolution

a.

This Agreement shall be governed by and construed and interpreted in accordance with the laws of Delaware (irrespective of the choice of laws principles) as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies.

b.

All claims, disputes and controversies directly or indirectly arising out of or in connection with or directly or indirectly relating to this Agreement (for the avoidance of doubt, including any claim seeking to invalidate, or alleging that, all or any part of this Agreement is unenforceable, void or voidable) (such claims, disputes and controversies, collectively, “Disputes”) shall be resolved by confidential, binding arbitration conducted in the English language by a single arbitrator pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “Rules”). The arbitrator shall be appointed in accordance with the procedures set out in the Rules. The award or decision of the arbitrator shall be final and binding upon the parties and the parties expressly waive any right under the laws of any jurisdiction to appeal or otherwise challenge the award, ruling or decision of the arbitrator. The judgment of any award or decision may be entered in any court having competent jurisdiction to the extent necessary. YOU AND THE COMPANY AGREE THAT ANY CLAIMS AGAINST THE OTHER PARTY MAY ONLY BE BROUGHT IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You expressly waive any right to file a class action or seek relief on a class basis, and you waive any right to a jury trial.

10. Third-Party Notices (License Attribution)

This Software includes open-source software licensed under the MIT License. Below is the required attribution:

Software Component: Whisper
MIT License
Copyright (c) 2022 OpenAI

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

The above copyright notice and this permission notice shall be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

11. General

a.

This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior agreements or understandings.

b.

Subject to the terms of this Agreement, this Agreement shall inure to the benefit of Company, the User, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under this Agreement by operation of law or otherwise.

c.

If any provision of this Agreement is held to be invalid or unenforceable under applicable law, that provision shall be enforced to the maximum extent permissible to reflect the parties’ intent, and the remaining provisions shall remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

d.

The Company has no obligation to provide technical or customer support, updates, enhancements, or modifications to the Software under this Agreement. Any updates or support provided shall be at the sole discretion of the Company and shall be governed by the terms of this Agreement unless otherwise specified in writing.